xRM Hosting Terms of Service
Online Subscription Agreement

  1. IMPORTANT – READ CAREFULLY:

    BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPT BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS “CUSTOMER”, AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER AND CUSTOMER’S USERS TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SUBSCRIPTION AGREEMENT AS WELL AS ANY TERMS LISTED IN A REFERENCED QUOTE. OTHERWISE, DO NOT CLICK THE ACCEPT BUTTON TO PROCEED AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.

    This Online Subscription Agreement (this “Agreement”) is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the “Effective Date”), by and between xRM Live, LLC (“xRM”) and the individual or entity entering into this Agreement as named below (“Customer”), (collectively the “Parties”). This Agreement provides the general rights, obligations, and limitations of the Parties in the provisioning or consumption of the xRM Hosted Services. Specific services, pricing, and terms have been or will be defined in the xRM quote which must be accepted by Customer prior to the execution of this agreement. The quote number which applies to this Agreement is {xrm_quoteid:quotenumber?}.

    By initialing here

    Customer agrees that they have read and accepted quote {xrm_quoteid:quotenumber?} which is hereby incorporated by reference. This Agreement governs your use of the xRM Hosted Services, including trials, and supersedes any prior hosting agreements that have been executed between the Parties. In the event that the terms of the quote listed above conflict with the terms of this Agreement, the terms of the quote shall have precedence.

  2. Descriptions and Definitions

    xRM is a software hosting technology company.

    Description of Services. The selection(s) made and submitted by Customer during the registration process, or provided to Customer via an xRM quote, will identify the specific Service(s) subscribed to by Customer hereunder and the number of Named Authorized User(s) for each Service. “Named Users” shall mean the Customer-designated individuals (i.e., employees, contractors, consultants, etc.) who may access the Services in accordance with this Agreement.

    The following capitalized terms have the meanings set forth below when used in this Agreement:

    SIGNATURE includes an electronic sound, symbol, or process attached to, or logically associated with, an electronic record and executed or adopted by a person with the intent to sign the electronic record, (e.g., DocuSign electronic signatures).

    WRITING means any text-based communication between the parties, whether transcribed on a fixed medium, or in electronic form, such as email, facsimile, etc.

  3. Online Registration

    To subscribe to Services via the xRM Website, Customer must complete the online registration process, including Customer’s electronic acceptance of this Agreement, and xRM must then accept such online registration. xRM may reject an online registration by a potential Customer in xRM’s sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer’s online registration is rejected by xRM, such potential Customer may submit a new online registration for re-evaluation by xRM.

    1. Registration Data. As part of the online registration process, xRM will collect certain limited information about Customer (“Registration Data”). All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. xRM reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.
    2. Account Password and Security. As part of the online registration process, Customer will be assigned a password and a user name for the primary or initial user. Customer is entirely responsible for changing the password and maintaining the confidentiality of its password and account. Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify xRM immediately of any unauthorized use of its account or any other breach of security. xRM shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by xRM or another party due to a third party using Customer’s account or password.
    3. Payment Information. As part of the online registration process, xRM will collect certain additional information related to billing and payment matters (“Payment Information”). Such Payment Information may include a valid credit card number with available credit sufficient to pay the applicable Subscription Fees and other information as required by xRM. All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. Customer hereby authorizes xRM, from time to time, to take steps to determine whether the credit card number provided is valid. xRM reserves the right to terminate this Agreement in the event any Payment Information is found to be inaccurate, incomplete or not current at any time. xRM shall not be responsible for any overdraft charge or other fees that may be incurred by xRM’s use of Customer’s credit card. Furthermore, if and when Customer’s credit card will no longer accept applicable charges, xRM reserves the right to suspend or terminate this contract after Customer is no less than thirty (30) days past due and has been notified by xRM of such past due status at least two (2) times. Customer is responsible for paying all charges plus interest and or late fees if applicable, up to the time the contract was terminated or through the end of the agreed upon term of the contract, and, if Customer would like services reactivated, a twenty-five dollar ($25 USD) reactivation fee will be charged by xRM and paid by Customer. If and when xRM terminates or suspends the contract for Customer nonpayment of delinquency of payment, xRM has the right to keep all Customer data until Customer account is paid in full, including any and all late fees and interest charges.
    4. Setup Fees. Setup fees may apply. For month to month commitments a one-time setup fee of fifty dollars ($50 USD) per user will be applied to the first invoice. It is the responsibility of the Customer to understand all setup fees before proceeding. Additionally, for Customers that leverage a dedicated model and provide xRM with any existing Microsoft licenses, it will be the Customer’s sole responsibility to ensure their licensing and user counts are current with Microsoft.
    5. Changes in Fees. In the case where a third-party software publisher sets pricing for hosted software, such as Microsoft Dynamics CRM, current hosting fees are dependent on publisher’s fees to xRM. xRM makes every effort to absorb price increases from software publishers, but occasionally software prices increase to a level which affects xRM hosting fees. In all cases Customers will be notified of any changes in xRM’s pricing at least two (2) months prior to the implementation of the changes.
    6. Privacy. xRM’s use of any information provided by Customer, including without limitation, Registration Data and Payment Information, is set forth in xRM’s current Privacy Policy (detailed below) for each of the applicable Service(s).
  4. Privacy Policy

    1. Introduction. xRM is committed to respecting the privacy rights of its customers. We created this Services Privacy Policy (“Privacy Policy”) to give you confidence as you use the Services and visit the xRM or xPortal websites (“the Sites”), and to demonstrate our commitment to fair information practices and the protection of privacy. This Privacy Policy is only applicable to the Services, and not to any other locations that you may be able to access from the xRM website, each of which may have data collection, storage, and use practices and policies that differ materially from this Privacy Policy.
      1. Traffic Data Collected. We may automatically track and collect the following categories of information when you visit our Sites: (1) IP addresses; (2) domain servers; (3) types of computers accessing the Sites; and (4) types of web browsers used to access the Sites (collectively “Traffic Data”). Traffic Data is anonymous information that does not personally identify you but is helpful for marketing purposes or for improving your experience on the Sites. We also use “cookies” to customize content specific to your interests, to ensure that you do not see the same advertisement repeatedly, and to store your password so you do not have to re-enter it each time you visit the Sites.
      2. Personal Information Collected. In order for you to purchase Services that we offer via the Sites, we require you to provide us with certain information that personally identifies you (“Personal Information”). Personal Information includes the following categories of information: (1) Contact Data (such as your name, mailing address, and e-mail address); (2) Financial Data (such as your account or credit card number); and (3) Demographic Data (such as your zip code and size and type of business). If you communicate with us by e-mail, post messages to any of our chat groups, bulletin boards, or forums, or otherwise complete online forms, surveys, or contest entries, any information provided in such communication may be collected as Personal Information.
      3. xRM’s Use of Information. We use Contact Data to send you information about our company or our products or services, or promotional material from some of our partners, or to contact you when necessary.
      4. User Choice Regarding Collection, Use, and Distribution of Personal Information. You may choose not to provide us with any Personal Information. In such an event, you can still access and use much of the Sites; however you will not be able to access and use those portions of the Sites, nor the Services, that require your Personal Information. If you do not wish to receive information and promotional material from us, you may select the appropriate “opt-out” option each time we ask you for Personal Information.
      5. Confidentiality and Security of Personal Information. Except as otherwise provided in this Privacy Policy, we will keep your Personal Information private and will not share it with third parties, unless such disclosure is necessary to: (a) comply with a court order or other legal process, (b) protect our rights or property, or (c) enforce the terms of this Agreement.
  5. Customer Rights and Restrictions

    1. Customer Access. xRM makes the following representations regarding the Services to be provided: During the Term of this Agreement and upon Customer’s payment of all applicable Subscription Fees, xRM represents that it shall provide Customer with the ability to access and utilize Services as contemplated herein. Customer may access and use the Services subscribed to hereunder pursuant to and in accordance with the provisions of this Agreement, including all warranty and liability disclaimers as expressed herein.
    2. Customer Responsibilities and Prohibited Actions. Customer shall be solely responsible for all content transferred by Customer or any other party in connection with Customer’s access or use of the Services, including all visual, written, and audible communications. Customer hereby agrees not to access or use the Services (i) to send unsolicited commercial e-mail in violation of applicable law; (ii) to request, collect, or store sensitive data (such as credit card numbers or social security numbers); (iii) to communicate any message or material that is deemed harassing, threatening, indecent, obscene, libelous, slanderous, or otherwise unlawful; (iv) in a manner which violates the intellectual property rights of any party; (v) to alter or modify any disabling mechanism that may be included in the Services; (vi) to assign, sublicense, or otherwise transfer the Services; (vii) to reverse engineer, decompile or otherwise attempt to modify or decipher any code in connection with the Services or any other aspect of xRM’s technology; (viii) to harm, disrupt or otherwise engage in activities that could damage the xRM brand, or that could damage, disable, overburden, impair or otherwise interfere with or disrupt the xRM Website, Services, or any networks or security systems of xRM; or (ix) in a manner which constitutes or encourages conduct that could be a criminal or civil offense under any applicable law or regulation. Although xRM is not responsible for any such content or communications, xRM reserves the right to take any action it deems necessary or appropriate in its sole discretion, with respect to any such content or communications of which xRM may become aware, at any time and without notice to Customer.
    3. Reassignment of Named Users. Customer may not reassign Named Users without potentially incurring additional fees and should e-mail support@xrm.com prior to such reassignment to ensure appropriate usage.
    4. Right to Inform. Customer may inform its Named Users, customers and employees that the Services subscribed to hereunder are powered by xRM.
    5. Customer Use of E-mail Marketing. Customer will be allowed a maximum of 1,000 messages per Exchange user per day and a maximum of 1,000 messages per CRM Organization per day. If customer wishes to send more messages the use of an appropriate email marketing engine is suggested.
    6. No other rights are granted hereunder except as expressly set forth in this Agreement.
  6. Term, Termination, & Fees

    1. Term. Unless otherwise specified in quote {xrm_quoteid:quotenumber?}, the Term of this Agreement shall be twelve (12) months from the Effective Date. Following the original term of the Agreement, unless Customer has notified xRM of its intent to terminate services, this Agreement will renew for a term equal to the original term. Notwithstanding rate adjustments, the remaining terms of the quote shall otherwise remain the same.
      1. No Partial Months. The billing period for one user is one (1) month. There are no partial or prorated months, regardless of termination date.
      2. Termination for Cause. Either party reserves the right to terminate this Agreement for cause at any time, such as for either party’s Direct Breach of any material term of this Agreement (subject to the terms of “Definition and Consequences of Direct Breach” below).
      3. No Termination for Convenience. In the event of an early termination, xRM shall be entitled to an early termination fee equal to the monthly recurring charges remaining in customer’s Term.
      4. 30 Day Notice. Customer must provide xRM with a thirty (30) Day advance notice when terminating services.
      5. Effect of Termination. Upon termination of this Agreement, Customer’s account will be active through the remainder of the month in which the termination occurs. For example, if either party terminates the Agreement on July 12th, the service will continue, and payment shall be due, for the entire month, ending on July 31st. xRM shall not be liable for any damages resulting from a termination of this Agreement as provided for herein.
      6. Subscription Fees. Customer is responsible for all subscription fees, reactivation fees, applicable late fees or interest fees.
      7. Billing Discrepancies. In the event that xRM makes an error on your invoice, Customer shall notify xRM within sixty (60) days after the error first appeared on the invoice. Subject to the laws of Customer’s jurisdiction, a failure to notify xRM of errors on an invoice within sixty (60) days of the invoice date shall release xRM from all liability and claims of loss resulting from the error and obligation to rectify it. Upon discovery of a billing error, xRM shall have sixty (60) days to fix the error, or request additional time. xRM shall be entitled to a one-hundred ($100) chargeback administrative fee if you have your credit card company institute a charge back on a disputed charge after the aforementioned notification period, or before the rectification period, has elapsed. For customers wishing to pay by check (annual commits only), xRM reserves the right to recover the highest returned check fees permitted in your jurisdiction.
  7. Confidentiality, Warranties, Liability Limitations, Nonsolicitation
    1. Confidential Information. Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any non-public information or materials provided by the other party under this Agreement, or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in, or becomes available through, the public domain, (ii) is already lawfully in the receiving party’s possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) is Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, Customer will keep in strict confidence all passwords and other access to information to the Services.
    2. DISCLAIMER OF WARRANTIES. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED AND LICENSED BY XRM ON AN “AS IS” AND “AS AVAILABLE” BASIS. XRM’S DOCUMENTATION, RESOURCES, AND SERVICES ARE PROVIDED AT CUSTOMER’S SOLE RISK. XRM EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, UNINTERRUPTED AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. XRM MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES XRM MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE XRM INTELLECTUAL PROPERTY OR ANY PLUG-INS WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA. CUSTOMER ACKNOWLEDGES AND AGREES THAT WHILE XRM WILL EMPLOY COMMERCIALLY REASONABLE SECURITY MEASURES TO RESIST ATTACKS BY HACKERS AND MALICIOUS SOFTWARE, XRM SHALL NOT BE HELD RESPONSIBLE FOR THE CONSEQUENCES OF SUCH ACTIVITIES OR INDIVIDUALS. FURTHERMORE, XRM DOES NOT WARRANT OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATION, SERVICE OR PLUG-IN WHETHER LINKED, RECOMMENDED, OR SOLD BY XRM. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM XRM OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN ACKNOWLEDGING AND ACCEPTING THE FOREGOING TERMS, YOU HAVE CONSIDERED THE RISKS ASSOCIATED WITH THE ELECTRONIC DELIVERY OF YOUR INFORMATION AND THE SECURITY MEASURES EMPLOYED BY XRM. IF YOU CONCLUDE THAT OUR SECURITY MEASURES ARE NOT, OR CEASE TO BE, COMMERCIALLY REASONABLE, YOU MUST TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THE SECTION ABOVE ENTITLED “TERM, TERMINATION & FEES”.
    3. LIMITATION ON LIABILITY. IN NO EVENT SHALL XRM BE LIABLE UNDER ANY THEORY OF LIABILITY FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, PECUNIARY LOSS, LOSS OF BUSINESS OR BUSINESS INTERRUPTION, CORRUPTION OF FILES, SERVICE INTERRUPTION, COSTS OF RECOVERY OR ANY OTHER DAMAGES), ARISING OUT OF THE USE OR INABILITY TO USE XRM’S OR A THIRD PARTY’S SERVICES, OR HOWEVER CAUSED, EVEN IF YOU HAVE ADVISED XRM ABOUT THE POSSIBILITY AND CONSEQUENCES OF SUCH LOSS.
    4. DEFINITION AND CONSEQUENCES OF DIRECT BREACH. XRM’S LIABILITY HEREUNDER IS LIMITED TO BREACHES OF THIS AGREEMENT DIRECTLY AND SOLELY BY XRM (“DIRECT BREACH”). THIS INCLUDES FAULTS DUE TO THE XRM HOSTED INFRASTRUCTURE AND EXPRESSLY EXCLUDES FAULTS ATTRIBUTABLE TO ANY THIRD-PARTY PLATFORM THAT THE PROVISIONING OF THE HOSTED SERVICES PROVIDE OR DEPEND UPON. IN THE EVENT THAT XRM IS FOUND TO HAVE COMMITTED A DIRECT BREACH OF THIS AGREEMENT, THEN XRM’S LIABILITY SHALL BE NO GREATER THAN FIFTY DOLLARS ($50) PROVIDED THAT (1) SUCH AMOUNT HAS NOT BEEN OFFSET AGAINST PRIOR MONTHLY FEE OBLIGATIONS, (2) THE CLAIM IS BROUGHT WITHIN SIXTY (60) DAYS OF THE DIRECT BREACH, AND (3) XRM IS PROVIDED WITH AT LEAST TWO (2) WEEKS TO CURE THE BREACH. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER. NOTHING IN THIS SECTION REMOVES XRM’S LIABILITY FOR FRAUDULENT MISREPRESENTATION OR DEATH OR PERSONAL INJURY DIRECTLY RESULTING FROM XRM’S GROSS NEGLIGENCE.
    5. Indemnification. Customer is solely responsible for using the Services in compliance with all applicable foreign, federal, state and local laws, rules and regulations. Customer hereby agrees, at its sole expense, to indemnify, defend and hold xRM harmless from and against any loss, cost, damages, liability or expense arising out of or relating to (i) a third-party claim, suit, proceeding, action or allegation of infringement based on information, data, files or other content submitted by Customer or otherwise related to Customer’s access to or use of the Services; or (ii) any fraud or manipulation, or other breach of this Agreement by Customer.
    6. Contracting Party, Choice of Law and Location for Resolving Disputes. Customer is contracting with xRM, and this Agreement will be governed by the laws of the State of Nevada without reference to conflict of law principles and excluding the United Nations Convention on Contracts for the International Sale of Goods, and in any dispute arising out of this Agreement, Customer consents to the exclusive personal jurisdiction and venue in the State and Federal courts within Clark County, Nevada.
    7. Nonsolicitation. Neither party shall, during the Services and for a period of one (1) year thereafter, directly and knowingly offer to employ, or engage as a consultant, any employee of the other party with whom such party had contact pursuant to this Agreement.
    8. Applicability. Customer agrees to make the provisions of the section entitled “Confidentiality, Warranties, Liability Limitations, Nonsolicitation” below available, and applicable, to all users of Customer’s account.
  8. Additional Terms
    1. Authority. Each party hereby represents and warrants to the other party that it has all necessary authority to enter into and perform its obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party.
      1. Assignment. Customer may not assign its rights or delegate its duties under this Agreement either in whole or in part, and any such attempted assignment or delegation shall be void.
      2. Force Majeure. xRM will not be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond the control of xRM.
      3. Choice of Law. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed under the Laws of the United States of America and the State of Nevada, without regard to the principles of conflict of laws. The Parties will put forth their best efforts to amicably settle any disputes, claims or differences related to this Agreement by cooperative discussions prior to seeking any legal recourse.
      4. Arbitration. Any controversy, claim or dispute between the Parties arising out of, or related to, this Agreement which cannot be settled amicably by the Parties, shall be submitted for arbitration in accordance with the provisions contained herein and in accordance with the Commercial Arbitration Rules of the American Arbitration Association as amended and in effect June 1, 2009 (“Rules”). Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. All arbitration proceedings shall be held in Clark County, Nevada. Notice of the demand for arbitration shall be filed in Writing with the other party to this Agreement and with Western Case Management Center of the American Arbitration Association.
      5. Attorneys’ Fees. The non-prevailing party to any litigation or mutually agreed upon arbitration between the Parties hereto will pay to the prevailing party reasonable attorneys’ fees, costs, and expenses incurred by prevailing party in connection with such arbitration or litigation.
      6. Export. Both Parties agree to comply with applicable United States export and import laws and regulations. Customer shall not export the Services or any part thereof, directly or indirectly, to any country for which the United States requires an export license or other governmental approval. In particular, Customer acknowledges that the Services or any part thereof, may not be exported or re-exported to, or otherwise used in, any U.S.-embargoed countries, nor to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons or Entity List. By using the Services, Customer represents and warrants that Customer is not located in any such country or on any such list.
      7. High-Risk Use. Customer hereby acknowledges that the Services are not designed or intended for access or use in or during high-risk activities including, but not limited to, medical procedures, on-line control of aircraft, air traffic, aircraft navigation or aircraft communications, or the design, construction, operation or maintenance of any nuclear facility. xRM hereby expressly disclaims any express or implied warranty of fitness for high-risk purposes or any other purposes.
      8. Proprietary Rights. xRM retains ownership of all proprietary rights in or associated with all its products and services (including the Services), and Customer may not use the xRM logo, or any other name, logo, icon or mark identifying xRM’s products or services (including the Services) without prior written permission of xRM.
      9. Government Use. The Services constitute Commercial Off the Shelf (“COTS”) items as that term is defined in the U.S. Government Federal Acquisition Regulations (“FAR”). Government use rights are limited to those minimum rights required by the appropriate provisions of the FAR.
      10. No Waiver. The failure of either Customer or xRM in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
      11. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect.
      12. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
      13. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same.
      14. Modification. Notwithstanding the preceding clause, xRM may deem it necessary to change the terms and conditions of this Agreement. Customers will be notified of any changes in writing. Please be advised that xRM reserves the right to modify its pricing structure with no less than two (2) months’ notice to its current customers. Your continued use of the Services following xRM’s notification of the modification(s) constitutes your agreement to be bound by the modified terms.
      15. Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
      16. Language. Only the most current English version of this Agreement is binding. In the event of inconsistency or discrepancy between the English version and any other language version of this Agreement, the English-language version shall prevail.
      17. Beta version. The terms of this subsection shall only apply to Customer with respect to any “Beta” version of any of the Services (the “Beta Services”) made available to Customer for purposes of evaluation and feedback. Customer acknowledges that the Beta Service(s) Customer is evaluating may contain bugs, errors and other problems and is provided to Customer “as-is.” Therefore, xRM disclaims any warranty or liability obligations to Customer of any kind with respect to the Beta Services. Customer further acknowledges the importance of communication between XRM and Customer during Customer’s use of the Beta Services and participation in xRM’s Beta program and hereby agrees to receive related correspondence and updates from xRM. In the event Customer requests to opt-out from such communications, Customer’s participation in the xRM program will also be canceled. Customer also hereby acknowledges that xRM has not made any representations, promises or guarantees that the Beta Services will ever be announced or made available to anyone in the future and that xRM has no express or implied obligation to Customer to announce or introduce the Beta Services. During the xRM Beta program, Customer will be asked to provide feedback regarding Customer’s use of the Beta Service(s) and Customer hereby grants to xRM a perpetual, royalty-free worldwide license to use and incorporate such feedback into any xRM product or service (including the Beta Services) at any time at the sole discretion of xRM. With respect to the Beta Services, this subsection shall supersede any other terms and conditions contained herein, but only to the extent necessary to resolve conflict.
      18. Data. Customer acknowledges that while in a trial mode, xRM is not responsible for backing up any data and if Customer allows evaluation to expire, the data will not be made available to Customer in any way. xRM is not responsible for any third party data charges that Customer may accrue while accessing the Services.
      19. Evaluations. Should an evaluation be established to allow Customer to test the Services, after Customer successfully completes testing and proceeds to sign up for the Services, no future evaluations for the same service will be made available. A Customer participating in a Service evaluation must notify xRM of its intent to cancel the Service by the end of the evaluation period in order to avoid incurring new charges, unless xRM notifies the Customer otherwise. If Customer does not cancel the Service prior to the completion of the evaluation, the evaluation may convert to a paid subscription.
  9. Service Level Agreement (SLA) & System Performance
    1. Availability. xRM shall use all commercially reasonable efforts to ensure that Service(s) are operating and available to Customer at a rate of ninety-nine and nine-tenths percent (99.9%) uptime.
      1. Service Credits. Customer will be given a service credit of one month’s billing charges for the Service(s) that were unavailable in any month where xRM fails to maintain an uptime of ninety-five percent (95%). Downtime will be calculated exclusive of issues; (a) caused by factors outside of xRM’s reasonable control, (b) that resulted from Customer’s equipment, or third party equipment, or software not within xRM’s exclusive control, (c) that resulted from any actions or inactions of Customer or any third Parties, or (d) that occurred as a result of system maintenance. The total amount of Service credit actually credited to Customer with respect to Service defaults occurring in a single month shall not exceed, in the aggregate, 100% of the Monthly Charge for Service(s) for that month.
      2. Support and Response Time. xRM will provide support for its hosted infrastructure Service(s) twenty-four hours per day, seven days per week and three hundred and sixty-five days per year (24x7x365).

      xRM will respond to support requests within the following targeted time periods:

      • One (1) hour if Service(s) is completely unavailable and affecting all users.
      • Two (2) hours if Service(s) is completely unavailable and affecting some users.
      • Four (4) hours if Service(s) is completely unavailable and affecting one user. This applies only during business hours (6 AM to 6 PM from Monday to Friday PST).
    2. Incident Handling. xRM will be responsible for coordinating all incident isolation, testing and repair work for the Service.
    3. Escalation Procedures. Customer and xRM will maintain an escalation process to aid in problem resolution should any outstanding incidents warrant, either because a party has not responded to an incident within the parameters set forth in this Agreement, or because an incident has not been resolved within the estimated time of repair. Customer and xRM will exchange escalation procedures and contact lists. These lists will be routinely maintained, updated, and republished as changes warrant.
    4. System Maintenance. In an effort to minimize business impact, system maintenance or upgrades will normally be performed during holidays, or between a Friday evening and Saturday morning. Notice of scheduled down time will always be sent well in advance. In the event that an emergency maintenance window is necessitated, an e-mail notification will be sent with as much lead time as possible. To see upcoming scheduled maintenance windows, click here.
    5. Data Maintenance, Archival and Backup Procedures. Customer data residing within the Hosted Environment will be stored using RAID level 1 technology or higher. Customer data will be backed up once a day with weekly offsite storage. Backups will be retained for a period of no more than two (2) weeks. If Customer requires a backup to be restored, xRM hourly rate of two-hundred dollars ($200 USD) and a four (4) hour minimum will apply. Restores must be completed after hours and will require at least twenty-four (24) hours of lead time.
    6. Disaster Recovery (DR). Only included in shared environments. If you are in a dedicated environment, DR is not included and is an optional service.
    7. SQL Server. A SQL active/passive cluster is deployed as the storage for the CRM environment. A full backup is performed every night. The SQL databases on the cluster are mirrored to the disaster recovery site.
    8. CRM. Active/Active clustered CRM Platform and Front End servers are deployed at the primary datacenter. Platform and Front End servers are also deployed to the disaster recovery site.
    9. Failover options. Failover of one or many of the CRM Front End, Platform and SQL Server can be accomplished via simple DNS and or connection string changes that are transparent to the end user.
    10. Backups. Incremental backups are captured every 2 hours and kept for the day. Full backups are captured every night and kept for the week. Archive backups are captured once a week and kept for the month.
    11. Upgrades to Application Software and Associated Devices. When an upgrade to an existing device is released, including operating system upgrades, device upgrades, software upgrades and Microsoft required upgrades, xRM will work to coordinate these upgrades with preventative maintenance service calls or schedule with Customer to reduce downtime. Any billable worked must be approved by Customer before the commencement of such work.
  10. Support Policy

    Depending on your hosting provider, we offer the following support options:

    MICROSOFT DYNAMICS CRM ONLINE (Hosted by Microsoft):

    • Prepaid 10-hour block – to be used for any and all questions or services pertaining to the use of CRM, information regarding CRM integration with other solutions, Outlook integration, “how-to” requests via email or phone calls, and additional services related to function and/or feature modifications to CRM Online.
    • Responses to support requests will consume a minimum of 30 minutes each from the 10 hour block of time purchased.
    • Any issues related to software or upgrades to Microsoft Dynamics CRM Online or Outlook Client should be submitted to Microsoft technical support services at http://www.microsoft.com/en-us/dynamics/crm-customer-center/default or through your CRM Online O365 Admin Center.
    • CRM Online customers may open a service ticket with Microsoft for software-related issues by contacting USA Number 1-800-MICROSOFT or http://support.microsoft.com/get-support/more/?FR=1. Microsoft may charge $250 per incident. They will waive the charge if they are unable to resolve or if root cause is an issue with the software/application.

    PARTNER HOSTED CRM (Hosted by xRM):

    • INFRASTRUCTURE SUPPORT – defined as support for account management (password resets, user additions or deletions, organization additions or deletions) and service availability (verification of service availability, response to xRM service outages, and response to xRM infrastructure outages.)
    • APPLICATION SUPPORT – defined as support for any and all services related to the CRM application. Requests for services will require the purchase of a prepaid 10-hour block at $1,850 and will be consumed in 30 minute increments for services regarding questions on use of CRM, modifications, customizations, configuration, troubleshooting and/or changes to the CRM application, and/or the Microsoft Dynamics CRM for Microsoft Office Outlook (Outlook Client).. We will be unable to respond to requests for support unless a 10-hour prepaid support agreement has been executed and there is a minimum of 30 minutes remaining on the agreement.
    • Any request for support or service that is not within the scope of Infrastructure or Application Support, will not be accepted.
    • Partner Hosted CRM customers may open a service ticket with Microsoft for software-related issues by contacting USA Number 1-800-MICROSOFT or http://support.microsoft.com/get-support/more/?FR=1. Microsoft may charge $250 per incident. They will waive the charge if they are unable to resolve or if root cause is an issue with the software/application.
    • Access to your partner hosted CRM will be made available to Microsoft for support on service tickets.

    If at any time the support or service issue is discovered to have been internal to xRM, no charge will be assessed.

    Customers may purchase time by logging into the Customer Portal (xPortal) at https://xportal.xrmlive.com/login or by emailing sales@xRM.com.